ONTARIO, Calif., August 04, 2022--(BUSINESS WIRE)--Prime Healthcare Services, Inc. (the "Company" or "Prime Healthcare") today announced it has commenced a cash tender offer (the "Tender Offer") to purchase up to $100.0 million (subject to increase, the "Tender Cap") in aggregate cash consideration (excluding accrued interest) of its 7.250% Senior Secured Notes maturing November 2025 (the "Notes"). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated August 4, 2022 (as it may be amended or supplemented, the "Offer to Purchase").
The Tender Offer will expire at 11:59 p.m., New York City time, on August 31, 2022, unless extended or earlier terminated as described in the Offer to Purchase (such date and time, as they may be extended, the "Expiration Date"), with an early participation deadline of 5:00 p.m., New York City time, on August 17, 2022 (the "Early Participation Date"), unless extended or earlier terminated.
The total consideration payable for each $1,000 principal amount of the Notes will be determined based on a modified "Dutch Auction" procedure. Holders of the Notes ("Holders") who validly tender (and do not validly withdraw) their Notes before 5:00 p.m., New York City time, on the Early Participation Date, and whose Notes are accepted for purchase by the Company, will be eligible to receive the "Total Consideration," which includes an "Early Participation Amount" of $50.00 for each $1,000 principal amount of Notes validly tendered. The Company may, but is not obligated to, following the Early Participation Date and prior to the Expiration Date, elect to accept the Notes validly tendered by Holders on or prior to the Early Participation Date, for settlement on such date or promptly thereafter (the "Early Payment Date"). If the Company elects to have an Early Payment Date, it will issue a press release announcing the date selected as the Early Payment Date. Holders who validly tender their Notes after the Early Participation Date and on or prior to the Expiration Date, and who have their Notes accepted for purchase by the Company, will not be eligible to receive the Early Participation Amount and will only receive the Total Consideration minus the Early Participation Amount (the "Tender Offer Consideration") on the final payment date (the "Final Payment Date"). The Final Payment Date is currently expected to occur on September 2, 2022.
Holders electing to participate may specify the minimum applicable Total Consideration (the "Bid Price") they would be willing to receive in exchange for each $1,000 principal amount of Notes they choose to tender in the Tender Offer. The Bid Price that Holders specify for each $1,000 principal amount of Notes must be within the range set forth in the table below and must be in increments of $2.50. The following table sets forth certain terms of the Tender Offer:
Title of Securities
Base Price /
(1) The Bid Price range set forth in the table above for each $1,000 principal amount of Notes purchased pursuant to the Tender Offer includes the Early Participation Amount, which will be payable only to Holders that validly tender (and do not validly withdraw) their Notes prior to the Early Participation Date and whose Notes are accepted for purchase. Holders who validly tender their Notes after the Early Participation Date and on or prior to the Expiration Date, and whose Notes are accepted for purchase, will only receive the Tender Offer Consideration for each $1,000 principal amount of Notes purchased pursuant to the Tender Offer.
As more fully described in the Offer to Purchase, the Total Consideration for each $1,000 principal amount of Notes validly tendered by Holders (and not validly withdrawn) pursuant to the Tender Offer on or prior to the Early Participation Date and accepted for purchase by the Company will be equal to the sum of: (1) the "Base Price" for the Notes, which also is equal to the minimum Bid Price, and (2) the "Clearing Premium," which will be determined by consideration of the bid premiums of all validly tendered (and not validly withdrawn) Notes on or prior to the Early Participation Date, in order of lowest to highest bid premiums. If the aggregate amount of the Notes validly tendered (and not validly withdrawn) at or below the Clearing Premium would cause the Company to accept an aggregate principal amount of Notes in excess of the Tender Cap, then Holders of Notes tendered at the Clearing Premium will be subject to proration as described in the Offer to Purchase.
Tendered Notes may be withdrawn any time on or prior to 5:00 p.m., New York City time, on August 17, 2022, unless extended by the Company (such date and time, as the same may be extended or earlier terminated, the "Withdrawal Date"). Notes validly tendered after the Withdrawal Date may not be withdrawn or revoked, unless otherwise required by law. The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase. The Company may amend, extend or terminate the Tender Offer in its sole discretion and subject to applicable law.
The Company reserves the right, subject to applicable law, to (a) extend the Early Participation Date, the Withdrawal Date or the Expiration Date, in each case, to a later date and time; (b) increase the Tender Cap; (c) waive in whole or in part any or all conditions to the Tender Offer; (d) delay the acceptance for purchase of any Notes or delay the purchase of any Notes or (e) otherwise modify or terminate the Tender Offer. The Company does not intend to extend the Early Participation Date, the Withdrawal Date or the Expiration Date unless required by law or otherwise in its sole discretion.
Barclays Capital Inc. is acting as the Dealer Manager for the Tender Offer. D.F. King & Co., Inc. is serving as the Information agent and Tender Agent. Copies of the Offer to Purchase and related tender offering materials are available by contacting the Information Agent at (212) 269-5550 (banks and brokers) and at (888) 869-7406 (all others) or by email at email@example.com. Questions regarding the Tender Offer should be directed to Barclays at +1 (212) 528-7581 (collect) and +1 (800) 438-3242 (toll free).
None of the Company, the Dealer Manager, the Information Agent and Tender Agent or the trustee for the Notes makes any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes and the Bid Price at which to tender. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Cautionary Statement on Forward-Looking Language
Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this release. These forward-looking statements are sometimes identified from the use of forward-looking words such as "believe," "should," "could," "potential," "continue," "expect," "project," "estimate," "predict," "anticipate," "aim," "intend," "plan," "forecast," "target," "is likely," "will," "can," "may" or "would" or the negative of these terms or similar expressions elsewhere in this release. Our financial condition, results of operations and cash flows may differ materially from those in the forward-looking statements. Such statements are based on our management’s current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following: the impact of the COVID-19 pandemic and worsening economic conditions; potential acquisitions could be costly, unsuccessful or subject us to material unexpected liabilities; our ability to grow our business, successfully integrate acquisitions, and efficiently manage growth; our reliance on our key senior management team and local management personnel; a failure of our back office infrastructure could adversely impact our ability to manage our operations; changes in general economic and employment conditions; the geographic concentration of our operations, which make us sensitive to local regulatory and economic changes; our ability to enter into favorable contracts with managed care plans; our exposure to the increased amounts of and collection risks associated with uninsured accounts and the copay and deductible portions of insured accounts; potential lawsuits or other claims asserted against us, including potential government investigations; the challenges posed by the competitive nature of the healthcare industry, including competition and increasing costs related to recruiting talented staff and competition hampering our ability to acquire additional hospitals on favorable terms; our failure to adequately upgrade our facilities with technologically advanced equipment; the potential impact of a cybersecurity incident and any resulting litigation, government inquiries, and damage to our reputation; our ability to attract and retain qualified management and healthcare professionals, including physicians and nurses; cost containment efforts and reductions in reimbursement rates applicable to Medicare and Medicaid programs including in connection with federal budget sequestration or changes in budgetary priorities by state and local governments; the efforts of insurers, healthcare providers, patients and others to contain healthcare costs, including reductions or adjustments in reimbursement rates under federal and state healthcare programs; rankings based on clinical outcomes, cost, quality, patient satisfaction and other performance indicators; continued growth of uninsured and "patient due" accounts; ineffective implementation of our electronic information systems or a failure in such system could adversely affect our operations; any potential responsibilities and costs under environmental laws; any unfavorable negotiations with our labor unions, labor disruptions or increased labor costs and any litigation concerning or with our medical staff; the extent of distributions to our controlling shareholder; our continued capital expenditures and other commitments associated with ongoing acquisitions; the small number of stockholders, our related party transactions and our controlling shareholder’s affiliation with the company that provides much of our insurance coverage; our eligibility to participate in the Medicare and Medicaid programs; any future federal and state antitrust regulations; our pension liabilities and funding obligations; governmental regulation of the industry, including Medicare and Medicaid reimbursement levels as well as construction, acquisition or expansion of hospitals; our requirement to treat patients with emergency medical conditions regardless of ability to pay; the impact from health reform efforts, including legal challenges to, and efforts to, repeal, replace, or change the Patient Protection and Affordable Care Act, as amended; any potential penalties or required changes following failure to comply with laws and any impacts from complying with federal and state privacy laws, including the Health Insurance Portability and Accountability Act of 1996, as amended; any changes to or discontinuation of the California’s Hospital Quality Assurance Fee Program; failure to implement of information systems to comply with new coding requirements; our high degree of leverage and our ability to incur substantially more debt or refinance existing debt; and interest rate risk.
In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this release might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.
About Prime Healthcare Services, Inc.
Prime Healthcare is headquartered in Ontario, California and operates 45 hospitals and has more than 300 outpatient locations in 14 states. Prime Healthcare provides more than 2.6 million patient visits annually. It is one of the nation’s leading health systems with nearly 50,000 employees and physicians. Fourteen of the Prime Healthcare hospitals are members of the Prime Healthcare Foundation, a 501(c)(3) not-for-profit public charity.
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